ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Forward-looking Statements:

The following discussion contains statements that refer to future expectations,
contain projections of the results of operations or of financial condition, or
state other information that is "forward-looking." "Forward-looking" statements
are easily identified by the use of words such as "could," "anticipate,"
"estimate," "believe," and similar words that refer to a future outlook. There
is always a degree of uncertainty associated with "forward-looking" statements.
MVB's management believes that the expectations reflected in such statements are
based upon reasonable assumptions and on the facts and circumstances existing at
the time of these disclosures. Actual results could differ significantly from
those anticipated.

Many factors could cause MVB's actual results to differ materially from the
results contemplated by the forward-looking statements. Some factors, which
could negatively affect the results, include:

• General economic conditions, either nationally or within MVB's market, could be
less favorable than expected;

• Adverse changes could occur in the securities and investments markets.

In Management's Discussion and Analysis we review and explain the general
financial condition and the results of operations for MVB Financial Corp. and
its subsidiaries. We have designed this discussion to assist you in
understanding the significant changes in MVB's financial condition and results
of operations. We have used accounting principles generally accepted in the
United States to prepare the accompanying consolidated financial statements. We
engaged S.R. Snodgrass, A.C. to audit the consolidated financial statements and
their independent audit report is included herein.

Introduction

The following discussion and analysis of the Consolidated Financial Statements
of MVB is presented to provide insight into management's assessment of the
financial results and operations of MVB. MVB Bank, Inc. is the sole operating
subsidiary of MVB and all comments, unless otherwise noted, are related to the
Bank. You should read this discussion and analysis in conjunction with the
audited Consolidated Financial Statements and footnotes and the ratios and
statistics contained elsewhere in this Form 10-K.

Application of Critical Accounting Policies

MVB's consolidated financial statements are prepared in accordance with U. S.
generally accepted accounting principles and follow general practices within the
banking industry. Application of these principles requires management to make
estimates, assumptions, and judgments that affect the amounts reported in the
financial statements; accordingly, as this information changes, the financial
statements could reflect different estimates, assumptions, and judgments.
Certain policies inherently have a greater reliance on the use of estimates,
assumptions and judgments and as such have a greater possibility of producing
results that could be materially different than originally reported. Estimates,
assumptions, and judgments are necessary when assets and liabilities are
required to be recorded at fair value, when a decline in the value of an asset
not carried on the financial statements at fair value warrants an impairment
write-down or valuation reserve to be established, or when an asset or liability
needs to be recorded contingent upon a future event. Carrying assets and
liabilities at fair value inherently results in more financial statement
volatility. The fair values and the information used to record valuation
adjustments for certain assets and liabilities are based either on quoted market
prices or are provided by other third-party sources, when available. When
third-party information is not available, valuation adjustments are estimated in
good faith by management primarily through the use of internal forecasting
techniques.

The most significant accounting policies followed by the Bank are presented in
Note 1 to the consolidated financial statements. These policies, along with the
disclosures presented in the other financial statement notes and in management's
discussion and analysis of operations, provide information on how significant
assets and liabilities are valued in the financial statements and how those
values are determined. Based on the valuation techniques used and the
sensitivity of financial statement amounts to the methods, assumptions, and
estimates underlying those amounts, management has identified the determination
of the allowance for loan losses to be the accounting area that requires the
most subjective or complex judgments, and as such could be most subject to
revision as new information becomes available.

The allowance for loan losses represents management's estimate of probable
credit losses inherent in the loan portfolio. Determining the amount of the
allowance for loan losses is considered a critical accounting estimate because
it requires significant judgment and the use of estimates related to the amount
and timing of losses inherent in classifications of homogeneous loans based on
historical loss experience of peer banks, and consideration of current economic
trends and conditions, all of which may be susceptible to significant change.
Non-homogeneous loans are specifically evaluated due to the increased risks
inherent in those loans. The loan portfolio also represents the largest asset
type in the consolidated balance sheet. Note 1 to the consolidated financial
statements describes the methodology used to determine the allowance for loan
losses and a discussion of the factors driving changes in the amount of the
allowance for loan losses is included in the Allowance for Loan Losses section
of this financial review.

See Note 2 to the consolidated financial statements for MVB's policy regarding
the other than temporary impairment of investment securities.

Recent Accounting Pronouncements and Developments

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820):
Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements
in U.S. GAAP and IFRSs. The amendments in this Update result in common fair
value measurement and disclosure requirements in U.S. GAAP and IFRSs.
Consequently, the amendments change the wording used to describe many of the
requirements in U.S. GAAP for measuring fair value and for disclosing
information about fair value measurements. The amendments in this Update are to
be applied prospectively. For public entities, the amendments are effective
during interim and annual periods beginning after December 15, 2011. Early
application by public entities is not permitted. The Company has provided the
necessary disclosure in Note 17.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220):
Presentation of Comprehensive Income. The amendments in this Update improve the
comparability, clarity, consistency, and transparency of financial reporting and
increase the prominence of items reported in other comprehensive income. To
increase the prominence of items reported in other comprehensive income and to
facilitate convergence of U.S. GAAP and IFRS, the option to present components
of other comprehensive income as part of the statement of changes in
stockholders' equity was eliminated. The amendments require that all non-owner
changes in stockholders' equity be presented either in a single continuous
statement of comprehensive income or in two separate but consecutive statements.
In the two-statement approach, the first statement should present total net
income and its components followed consecutively by a second statement that
should present total other comprehensive income, the components of other
comprehensive income, and the total of comprehensive income. All entities that
report items of comprehensive income, in any period presented, will be affected
by the changes in this Update. For public entities, the amendments are effective
for fiscal years, and interim periods within those years, beginning after
December 15, 2011. The amendments in this Update should be applied
retrospectively, and early adoption is permitted. The Company has provided the
necessary disclosure in the Statement of Comprehensive Income.

In December 2011, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2011-10, Property, Plant, and Equipment
(Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification.
The amendments in this Update affect entities that cease to have a controlling
financial interest in a subsidiary that is in substance real estate as a result
of default on the subsidiary's nonrecourse debt. Under the amendments in this
Update, when a parent (reporting entity) ceases to have a controlling financial
interest in a subsidiary that is in substance real estate as a result of default
on the subsidiary's nonrecourse debt, the reporting entity should apply the
guidance in Subtopic 360-20 to determine whether it should derecognize the in
substance real estate. Generally, a reporting entity would not satisfy the
requirements to derecognize the in substance real estate before the legal
transfer of the real estate to the lender and the extinguishment of the related
nonrecourse indebtedness. That is, even if the reporting entity ceases to have a
controlling financial interest under Subtopic 810-10, the reporting entity would
continue to include the real estate, debt, and the results of the subsidiary's
operations in its consolidated financial statements until legal title to the
real estate is transferred to legally satisfy the debt. The amendments in this
Update should be applied on a prospective basis to deconsolidation events
occurring after the effective date. Prior periods should not be adjusted even if
the reporting entity has continuing involvement with previously derecognized in
substance real estate entities. For public entities, the amendments in this
Update are effective for fiscal years, and interim periods within those years,
beginning on or after June 15, 2012. Early adoption is permitted. This ASU is
not expected to have a significant impact on the Company's financial statements.

In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210):
Disclosures about Offsetting Assets and Liabilities. The amendments in this
Update affect all entities that have financial instruments and derivative
instruments that are either (1) offset in accordance with either Section
210-20-45or Section 815-10-45 or (2) subject to an enforceable master netting
arrangement or similar agreement. The requirements amend the disclosure
requirements on offsetting in Section 210-20-50. This information will enable
users of an entity's financial statements to evaluate the effect or potential
effect of netting arrangements on an entity's financial position, including the
effect or potential effect of rights of setoff associated with certain financial
instruments and derivative instruments in the scope of this Update. An entity is
required to apply the amendments for annual reporting periods beginning on or
after January 1, 2013, and interim periods within those annual periods. An
entity should provide the disclosures required by those amendments
retrospectively for all comparative periods presented. This ASU is not expected
to have a significant impact on the Company's financial statements.

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220):
Deferral of the Effective Date for Amendments to the Presentation of
Reclassifications of Items Out of Accumulated Other Comprehensive Income in
Accounting Standards Update No. 2011-05. In order to defer only those changes in
Update 2011-05 that relate to the presentation of reclassification adjustments,
the paragraphs in this Update supersede certain pending paragraphs in Update
2011-05. Entities should continue to report reclassifications out of accumulated
other comprehensive income consistent with the presentation requirements in
effect before Update 2011-05. All other requirements in Update 2011-05 are not
affected by this Update, including the requirement to report comprehensive
income either in a single continuous financial statement or in two separate but
consecutive financial statements. Public entities should apply these
requirements for fiscal years, and interim periods within those years, beginning
after December 15, 2011. The Company has provided the necessary disclosure in
Statements of Comprehensive Income.

In July, 2012, the FASB issued ASU 2012-02, Intangibles - Goodwill and Other
(Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment. ASU
2012-02 give entities the option to first assess qualitative factors to
determine whether the existence of events or circumstances leads to a
determination that it is more likely than not that an indefinite-lived
intangible asset is impaired. If, after assessing the totality of events or
circumstances, an entity determines it is more likely than not that an
indefinite-lived intangible asset is impaired, then the entity must perform the
quantitative impairment test. If, under the quantitative impairment test, the
carrying amount of the intangible asset exceeds its fair value, an entity should
recognize an impairment loss in the amount of that excess. Permitting an entity
to assess qualitative factors when testing indefinite-lived intangible assets
for impairment, results in guidance that is similar to the goodwill impairment
testing guidance in ASU 2011-08. ASU 2012-02 is effective for annual and interim
impairment tests performed for fiscal years beginning after September 15, 2012
(early adoption permitted). This ASU is not expected to have a significant
impact on the Company's financial statements.

In October, 2012, the FASB issued ASU 2012-06, Business Combinations (Topic 805)
- Subsequent Accounting for an Indemnification Asset Recognized at the
Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial
Institution. ASU 2012-06 requires that when a reporting entity recognizes an
indemnification asset (in accordance with Subtopic 805-20) as a result of a
government assisted acquisition of a financial institution and subsequently a
change in the cash flows expected to be collected on the indemnification asset
occurs (as a result of a change in cash flows expected to be collected on the
assets subject to indemnification), the reporting entity should subsequently
account for the change in the measurement of the indemnification asset on the
same basis as the change in the assets subject to indemnification. Any
amortization of changes in value should be limited to the contractual term of
the indemnification agreement (that is, the lesser of the term of the
indemnification agreement and the remaining life of the indemnified assets). ASU
2012-06 is effective for fiscal year and interim periods within those years,
beginning on or after December 15, 2012. Early adoption is permitted. The
amendments should be applied prospectively to any new indemnification assets
acquired after the date of adoption and to indemnification assets existing as of
the date of adoption arising from a government-assisted acquisition of a
financial institution. This ASU is not expected to have a significant impact on
the Company's financial statements.

In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210):
Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The
amendments clarify that the scope of Update 2011-11 applies to derivatives
accounted for in accordance with Topic 815, Derivatives and Hedging, including
bifurcated embedded derivatives, repurchase agreements and reverse repurchase
agreements, and securities borrowing and securities lending transactions that
are either offset in accordance with Section 210-20-45 or Section 818-10-45 or
subject to an enforceable master netting arrangement or similar agreement. An
entity is required to apply the amendments for fiscal years beginning on or
after January 1, 2013, and interim periods within those annual periods. An
entity should provide the required disclosures retrospectively for all
comparative periods presented. The effective date is the same as the effective
date of Update 2011-11. This ASU is not expected to have a significant impact on
the Company's financial statements.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220):
Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.
The amendments in this Update require an entity to report the effect of
significant reclassifications out of accumulated other comprehensive income on
the respective line items in net income if the amount being reclassified is
required under U.S. generally accepted accounting principles (GAAP) to be
reclassified in its entirety to net income. For other amounts that are not
required under U.S. GAAP to be reclassified in their entirety to net income in
the same reporting period, an entity is required to cross-reference other
disclosures required under U.S. GAAP that provide additional detail about those
amounts. For public entities, the amendments are effective prospectively for
reporting periods beginning after December 15, 2012. Early adoption is
permitted. The Company is currently evaluating the impact that these disclosures
will have on its financial statements.

Summary Financial Results

MVB earned $4.2 million in 2012 compared to $2.7 million in 2011, an increase of
$1.5 million. The earnings equated to a 2012 return on average assets of .71%
and a return on average equity of 8.33%, compared to prior year results of .57%
and 6.69%, respectively. Basic earnings per share were $1.84 in 2012 compared to
$1.24 in 2011. Diluted earnings per share were $1.79 in 2012 compared to $1.21
in 2011. The most significant factors in the increase in 2012 profitability were
a 3.2 million increase in net interest income, the result of an increase in net
interest and fees on loans of $2.7 million which was the product of loan growth
of $72.6 million in 2012 and an increase in interest on tax exempt loans and
securities of $568,000, the result of increased municipal lending and the
addition of $21.8 million in municipal securities. Other income increased $4.1
million. This increase was mainly driven by a $2.9 million increase in income on
loans held for sale and an increase in other operating income of $ 1.1 million,
a result of $640,000 in mortgage servicing income which the Company began in
2012, and mortgage underwriting and title income which increased by $335,000 as
a result of increased volume. Other operating expenses increased by $4.1
million. The most significant item relating to this increase was increased
salaries and benefits of $2.5 million due to the addition of the Morgantown
office for an entire year, additions to the information technology staff and
operations center staff, human resource and accounting staff additions, an
additional commercial lender and increases for existing staff. Other noteworthy
areas of increase were as follows: consulting expense increased $614,000, mostly
the result of acquisition costs in the PMG deal; other operating expenses
increased $485,000 as a result of increased travel and entertainment of $70,000,
increased directors' fees of $60,000, increased training expenses of $56,000 and
increased telephone expense of $47,000; occupancy and equipment expense
increased $278,000, mainly the result of a full year of expenses at the
Morgantown office and the operations center; data processing expense increased
$200,000 a direct result of continued growth and the upgrade of the Company's
electronic banking system and advertising increased $165,000 as a result of
increasing exposure for MVB's core checking and savings products.

MVB's yield on earning assets in 2012 was 4.01% compared to 4.28% in 2011. This
decrease in yield is attributable to a 44 basis point decline in the yield on
loans. Despite extensive competition, total loans increased to $446.4 million at
December 31, 2012, from $373.8 million at December 31, 2011. The Bank's ability
to originate quality loans is supported by a minimal delinquency rate.

Deposits increased $96.0 million to $486.5 million at December 31, 2012, from
$390.5 million at December 31, 2011, due to the following: $45.1 million in
growth from broker buster checking, $27.8 million in CDARS balances, $26.7
million in commercial checking and $16.3 million in brokered certificates of
deposit. MVB offers an uncomplicated product design accompanied by a simple fee
structure that is attractive to customers. The overall cost of funds for the
bank was 1.01% in 2012 compared to 1.25% in 2011. This cost of funds, combined
with the earning asset yield, resulted in a net interest margin of 3.12% in 2012
compared to 3.17% in 2011.

The Bank maintained a high-quality, short-term investment portfolio during 2012
to provide liquidity in the balance sheet, to fund loan growth, for repurchase
agreements and to provide security for state and municipal deposits. As a result
of being able to utilize more municipal securities for pledging purposes, the
bank was able to increase the municipal investment portfolio by $21.8 million in
2012, which increased the portfolio yield and helped reduce the Company's tax
liability.

Interest Income and Expense

Net interest income is the amount by which interest income on earning assets
exceeds interest expense incurred on interest-bearing liabilities.
Interest-earning assets include loans, investment securities and certificates of
deposit in other banks. Interest-bearing liabilities include interest-bearing
deposits and borrowed funds such as sweep accounts and repurchase agreements.
Net interest income remains the primary source of revenue for MVB. Net interest
income is also impacted by changes in market interest rates, as well as the mix
of interest-earning assets and interest-bearing liabilities. Net interest income
is also impacted favorably by increases in non-interest bearing demand deposits
and equity.

Net interest margin is calculated by dividing net interest income by average
interest-earning assets and serves as a measurement of the net revenue stream
generated by MVB's balance sheet. As noted above, the net interest margin was
3.12% in 2012 compared to 3.17% in 2011. The net interest margin continues to
face considerable pressure due to competitive pricing of loans and deposits in
MVB's markets. During 2012, the Federal Reserve did not change rates and in fact
committed to keep rates low through mid-2015. Management's estimate of the
impact of future changes in market interest rates is shown in the section
captioned "Interest Rate Risk."

Management continues to analyze methods to deploy MVB's assets into an earning
asset mix which will result in a stronger net interest margin. Loan growth
continues to be strong and management anticipates that loan activity will remain
strong in the near term future.

During 2012, net interest income increased by $3.2 million or 22.8% to $17.3
million from $14.1 million in 2011. This increase is largely due to the growth
in average earning assets, primarily $92.8 million in loans. Average total
earning assets were $554.5 million in 2012 compared to $444.6 million in 2011.
Average total loans grew to $427.5 million in 2012 from $334.7 million in 2011.
Primarily as a result of this growth, total interest income increased by $3.2
million, or 17.1%, to $22.3 million in 2012 from $19.0 million in 2011. Average
interest-bearing liabilities, mainly deposits, likewise increased in 2012 by
$98.0 million. Average interest-bearing deposits grew to $402.3 million in 2012
from $314.7 million in 2011. Total interest expense increased by only $30,000
despite the $98.0 million in average interest bearing liabilities growth. This
was the result of a 24 basis point decrease in interest cost from 2011 to 2012.

The cost of interest-bearing liabilities decreased to 1.01% in 2012 from 1.25%
in 2011. This decrease is primarily the result of reduced cost of funds as
follows: Certificates of deposit costs decreased 46 basis points, IRA costs
decreased 46 basis points and NOW accounts costs decreased 41 basis points.

Statistical Financial

Information Regarding MVB Financial Corp.

The following tables provide further information about MVB's interest income and
expense: